REG - Ondine Biomedical - Result of Fundraise & TVR
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RNS Number : 2981C Ondine Biomedical Inc. 29 April 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW
ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
IS OR WOULD BE PROHIBITED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDINE BIOMEDICAL INC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ONDINE BIOMEDICAL INC. THIS ANNOUNCEMENT SHOULD BE READ IN ITS
ENTIRETY.
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY ONDINE BIOMEDICAL INC. WHICH
WOULD PERMIT A PUBLIC OFFERING OF SHARES IN ONDINE BIOMEDICAL INC. OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER MATERIAL IN CONNECTION
THEREWITH IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation No. 596/2014 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 as amended. Upon the publication
of this Announcement, this inside information is now considered to be in the
public domain.
All references to C$ in this announcement ("Announcement") are to Canadian
Dollars. This Announcement uses a C$:£ exchange rate of 1: 1.8455.
Capitalised terms used in this announcement have the meanings given to them in
the Launch Announcement (as defined below) unless the context provides
otherwise.
29 April 2026
Ondine Biomedical Inc. ("Ondine" or the "Company")
Result of Fundraise & TVR
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces
an update to the Fundraising announced on 28 April 2026 (the "Launch
Announcement").
The Company confirms total gross proceeds from the Fundraising (being the
Placing and the Subscription) are £5 million (C$9.23 million). The
Fundraising received extensive support from existing shareholders. Pursuant to
the Fundraising, the Company will issue 41,666,667 New Common Shares at 12p
per share.
Related Party Transactions
As described in the Launch Announcement, released on 28 April 2026, certain of
the Directors of the Company have subscribed for, in aggregate, 1,354,645
Subscription Shares, to raise gross proceeds of approximately £0.2 million
(c.C$0.3 million) for the Company, representing approximately 3.3 per cent
of the New Common Shares in aggregate, to be issued pursuant to the
Fundraising. Certain of the Directors are subscribing for Subscription Shares
in lieu of remuneration due to them.
The number of Subscription Shares, for which each of the Participating
Directors has subscribed for, and their resulting shareholdings following
Admission, are set out below:
Director Number of Subscription Shares subscribed for in the Subscription Total Number of Common Shares held on Admission % of issued share capital as enlarged by the completed Placing and
Subscription
Carolyn Cross(1) 903,097 157,933,972 28.14
Jean Duvall(2) 158,042 1,438,058 0.26
Junaid Bajwa(2) 162,557 1,467,365 0.26
Margaret Shaw(2) 130,949 432,149 0.08
1 Existing beneficial holding includes 119,258,222 Common Shares held by
Carolyn Cross, including via holdings in 100% owned companies, and 37,772,652
Common Shares held by Robert Cross, husband of Carolyn Cross. Following
Admission, these holdings will be 120,161,319 and 37,772,652 Common Shares,
respectively.
2 Directors subscribing in lieu of remuneration due.
The subscriptions by the Participating Directors in aggregate constitute a
related party transaction for the purposes of Rule 13 of the AIM Rules by
virtue of such persons being directors of the Company and therefore related
parties. Jean Charest and Nicolas Loebel, the Directors independent of the
Subscription, consider, having consulted with the Company's nominated adviser,
that the terms of the participation by the Participating Directors, are fair
and reasonable insofar as the Company's shareholders are concerned. The
Participating Directors are subscribing at the same Issue Price as the other
investors in the Fundraising.
Use of Proceeds
The Company intends to allocate the net proceeds of the Fundraising as
follows:
· New Drug Application ("NDA") preparation, including completion of
the Phase 3 clinical study report;
· GMP-compliant commercial-scale production batches and stability
studies, and engagement with the U.S. Food and Drug Administration ("FDA") and
a Pre-NDA meeting anticipated in early Q4 2026;
· commercial support; production and operations; and general and
administrative costs.
The net proceeds of the Fundraising are expected to extend the Company's cash
runway through to early Q4 2026.
Carolyn Cross, CEO of Ondine, commented:
"We would like to thank our existing shareholders and new investors for their
continued confidence and support in Ondine. Building on the successful
completion of enrolment in our LANTERN Phase 3 study, this £5 million
fundraise positions Ondine to advance its regulatory and operational
priorities, including preparation for our New Drug Application, as we continue
executing our strategy to bring Steriwave to patients in markets with
significant unmet need."
Admission, Settlement and Dealings
Admission of a total of 41,666,667 New Common Shares is expected to take place
on or around 8.00 a.m. on 5 May 2026 with dealings on AIM in the New Common
Shares commencing at the same time.
Admission is conditional upon, among other things, the Placing Agreement not
having been terminated and becoming unconditional in all respects.
The Placing Shares and Subscription Shares when issued, will be fully paid and
will rank pari passu in all respects with the Company issued existing Common
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share capital will
consist of 561,218,135 Common Shares, all of which carry one voting right per
share. The Company does not hold any Common Shares in treasury. Therefore, the
total number of Common Shares and voting rights in the Company at this date
will be 561,218,135 Common Shares.
This figure may be used from the date of Admission until further notice by
Existing Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The persons responsible for arranging the release of this Announcement on
behalf of Ondine are Carolyn Cross, Chief Executive Officer and Nicolas
Loebel, President and Chief Technical Officer of Ondine.
Enquiries:
Ondine Biomedical Inc. www.ondinebio.com (http://www.ondinebio.com)
Carolyn Cross, CEO +1 604 669 0555
or via 5654 & Company
Strand Hanson Limited (Nominated Adviser & Joint Financial Adviser)
James Harris, Richard Johnson, Imogen Ellis +44 (0)20 7409 3494
Peel Hunt LLP (Joint Bookrunner and Broker, Joint Financial Adviser)
James Steel, Sohail Akbar, Dr. Chris Golden +44 (0)20 7418 8900
Orana Corporate LLP (Joint Bookrunner and Broker to the Placing)
Sebastian Wykeham +33 6 7120 1513
5654 & Company (Financial PR and IR Adviser) ondinebiomedical@5654.co.uk (mailto:ondinebiomedical@5654.co.uk)
Matthew Neal, Chris Gardner, Melissa Gardiner +44 0791 7800 011
+44 0775 7697 357
PDMR Notification Form:
The notification below is made in accordance with the requirements of the
Market Abuse Regulation:
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Carolyn Cross
2. Jean Duvall
3. Junaid Bajwa
4. Margaret Shaw
2 Reason for the notification
a) Position/status 1. CEO
2. Non-executive Director
3. Non-executive Director
4. Non-executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer
or auction monitor
a) Name Ondine Biomedical Inc.
b) LEI 9845005B69E07CGF4A56
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
a) Description of the financial instrument, type of instrument Common Shares
Identification code ISIN: CA68234M2058
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
12p 1. 903,097
2. 158,042
3. 162,557
4. 130,949
d) Aggregated information 1,354,645 New Common Shares
e) Date of the transaction 29 April 2026
f) Place of the transaction London Stock Exchange
About Ondine Biomedical Inc.
Ondine Biomedical Inc. is a Canadian life sciences company and leader in
light-activated antimicrobial therapies ('photodisinfection') for the
prevention and treatment of infections, including those caused by
multidrug-resistant organisms. Ondine has a pipeline of investigational
products, based on its proprietary photodisinfection technology, in various
stages of development.
Ondine's nasal photodisinfection system has a CE mark in Europe and is
approved for nasal decolonisation in Canada, Australia, Mexico and several
other countries under the name Steriwave®. In the US, it has been granted
Qualified Infectious Disease Product designation and Fast Track status by the
FDA and is currently undergoing clinical trials for regulatory approval.
Products beyond nasal photodisinfection include therapies for a variety of
medical indications such as chronic sinusitis, ventilator-associated
pneumonia, burns and other indications.
IMPORTANT NOTICES
The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.
No undertaking, representation, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or the Joint
Bookrunners or any of their respective directors, officers, partners,
employees, agents or advisers or any other person as to the accuracy or
completeness of the information or opinions contained in this announcement and
no responsibility or liability is accepted by any of them for any such
information or opinions or for any errors, omissions or misstatements,
negligence or otherwise in this Announcement.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorized. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.
THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR TRANSMISSION, PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAW OF SUCH
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, DOES
NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings, the
effect of operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute:
(a) an assessment of suitability of appropriateness for the purposes
of MiFID II; or
(b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Peel Hunt is authorized and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Peel Hunt will not be responsible to anyone (including any
purchasers of the Placing Shares) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Orana Corporate LLP (FRN 835691) is an appointed representative of Ragnar
Capital Partners LLP (FRN 593052) who are authorized and regulated by the
Financial Conduct Authority in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and Orana will
not be responsible to anyone (including any purchasers of the Placing Shares)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.
Strand Hanson, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser and joint financial adviser exclusively
for the Company in connection with the Placing and Admission and is not acting
for any other person and will not be responsible to any other person for
providing the protections afforded to customers of Strand Hanson, or for
advising any other person in connection with the Placing and Admission. The
responsibilities of Strand Hanson, as nominated adviser, are owed solely to
the London Stock Exchange and are not owed to the Company or the Directors or
any other person. Strand Hanson is not making any representation or warranty,
express or implied, as to the contents of this Announcement. Strand Hanson has
not authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Strand Hanson for the accuracy of any
information or opinions contained in this Announcement or for the omission of
any material information.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefore is expressly disclaimed.
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